Legal Repair Program Agreement

LEGAL REPAIR PROGRAM AGREEMENT

This Legal Repair Program Agreement (the Agreement) is entered into as of by and between Client Name: whose primary address is (Client), and Program Administrator Name: , whose primary address is (Administrator).

RECITALS

WHEREAS, Client desires to enroll property or assets for repair services under a managed repair program to address specified defects, damage, or maintenance items; and

WHEREAS, Administrator represents that it administers and coordinates repair services through qualified contractors, vendors and technicians and will provide such services in accordance with the terms set forth in this Agreement; and

WHEREAS, the Parties wish to set forth the scope, administration, payment, and legal allocation of risk for the Program.

NOW, THEREFORE

In consideration of the mutual promises contained herein and for other good and valuable consideration, the receipt and sufficiency of which are acknowledged, the Parties agree as follows:

1. DEFINITIONS

1.1 "Program" means the repair program administered by Administrator under this Agreement.
1.2 "Covered Items" means the categories of systems, components, or property identified by Client on the Program Enrollment Form or otherwise accepted in writing by Administrator.
1.3 "Work Order" means a written or electronic authorization issued by Administrator approving a specific repair, including scope, estimated cost and schedule.

2. ENROLLMENT; TERM

2.1 Enrollment. Client hereby enrolls the property located at for participation in the Program. Administrator will confirm acceptance in writing.

2.2 Term. The initial term commences on the Effective Date and continues for months, and renews for successive periods of months unless either Party gives written notice of nonrenewal at least days prior to the then-current expiration.

3. SCOPE OF SERVICES

3.1 Services. Administrator shall coordinate and arrange for repairs to Covered Items identified by Client and accepted by Administrator. All services will be performed by qualified contractors selected by Administrator. Administrator will provide initial diagnostics, estimates, scheduling, and oversight of repair work.

3.2 Work Orders and Authorization. No repair shall commence without a Work Order issued or approved by Administrator. Client authorizes Administrator to issue Work Orders up to an authorization limit of $ per item without additional Client approval. Work in excess of that amount requires Client approval in writing or electronic confirmation.

3.3 Exclusions. The Program does not cover repairs caused by intentional acts, pre-existing conditions known to Client but undisclosed to Administrator at enrollment, acts of war, or other exclusions specified in the Program Enrollment Form.

4. AUTHORIZATION AND ACCESS

4.1 Access. Client shall grant reasonable access to the property to permit inspection, diagnosis and performance of repairs. If Client refuses access, Administrator shall not be liable for missed deadlines or failure to complete repairs.

4.2 Authority to Incur Costs. Client designates Administrator as its agent solely for purposes of contracting with vendors to perform approved Work Orders and authorizes necessary expenditures up to the authorization limit set forth in Section 3.2.

5. PRICING, PAYMENT AND FEES

5.1 Program Fee. Client will pay Administrator a Program Fee of $ per , payable in advance according to the billing schedule specified by Administrator.

5.2 Additional Charges. Client shall be responsible for (a) parts and materials not covered by the Program; (b) any co-pay or deductible as set forth in the Enrollment Form of $ per repair; and (c) costs for services expressly excluded from the Program.

5.3 Payment Terms. Payments are due within days of invoice. Late payments shall accrue interest at the lesser of 1.5% per month or the maximum rate permitted by law.

6. WARRANTIES; REMEDIES

6.1 Contractor Warranty. Administrator shall require contractors to warrant their labor and materials for a period of months from completion of a repair. Administrator's obligation is limited to requiring the contractor to remedy defects covered by such warranty.

6.2 Administrator Limited Warranty. Administrator warrants that it will administer the Program using reasonable care and industry-standard practices. EXCEPT AS EXPRESSLY PROVIDED HEREIN, ADMINISTRATOR DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.

7. LIMITATION OF LIABILITY; INDEMNIFICATION

7.1 Limitation of Liability. EXCEPT FOR LIABILITY ARISING FROM ADMINISTRATOR'S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT, IN NO EVENT SHALL ADMINISTRATOR BE LIABLE FOR CONSEQUENTIAL, EXEMPLARY, PUNITIVE, SPECIAL OR INCIDENTAL DAMAGES, OR LOST PROFITS, WHETHER ARISING IN CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE, AND IN NO EVENT SHALL ADMINISTRATOR'S AGGREGATE LIABILITY EXCEED THE AMOUNTS PAID BY CLIENT TO ADMINISTRATOR UNDER THIS AGREEMENT IN THE TWELVE (12) MONTHS PRECEDING THE CLAIM.

7.2 Indemnification. Client shall indemnify, defend and hold Administrator and its affiliates harmless from and against any claim, loss, liability or expense (including reasonable attorneys' fees) arising out of Client's breach of this Agreement, Client's negligence, or Client's failure to disclose material facts affecting repairs.

8. CONFIDENTIALITY

Each Party agrees to maintain in confidence nonpublic business information of the other Party disclosed in connection with this Agreement and not to disclose such information except to employees, contractors or agents who have a need to know and are bound by confidentiality obligations no less restrictive than those herein. The obligations shall not apply to information that is or becomes publicly available without breach of this Agreement.

9. TERMINATION

9.1 Termination for Cause. Either Party may terminate this Agreement for material breach by the other Party if the breaching Party fails to cure such breach within days after written notice specifying the breach.

9.2 Effect of Termination. Upon termination, Administrator shall assist in the orderly wind-down of outstanding Work Orders. Client shall pay all accrued charges and costs for Work Orders approved prior to termination.

10. NOTICES

All notices required or permitted hereunder shall be in writing and delivered to the addresses set forth below or to such other address as a Party designates by written notice. Notices sent by registered mail shall be effective upon receipt; notices by electronic mail shall be effective upon confirmation of transmission.

11. AMENDMENTS; WAIVER

Except as expressly provided herein, this Agreement may be amended only by a written instrument signed by both Parties. No waiver of any provision shall be effective unless in writing and signed by the Party waiving the provision; the waiver of any breach shall not constitute a waiver of any other breach.

12. GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to its conflict of laws principles.

13. ENTIRE AGREEMENT

This Agreement, together with any Work Orders and the Program Enrollment Form executed by the Parties, constitutes the entire agreement between the Parties with respect to the subject matter and supersedes all prior and contemporaneous agreements, representations and understandings, whether oral or written.

14. SEVERABILITY

If any provision of this Agreement is held to be invalid, illegal or unenforceable by a court of competent jurisdiction, the remaining provisions shall continue in full force and effect and the Parties shall negotiate in good faith to replace the invalid provision with a valid one achieving the Parties' economic intent as closely as possible.

15. COUNTERPARTS

This Agreement may be executed in counterparts, each of which shall be deemed an original and all of which together shall constitute one and the same instrument. Signatures transmitted by electronic means shall be deemed to be original signatures for all purposes.

ADDITIONAL TERMS

Parts replacement included subject to Program terms

Expedited service option available for additional fee

SIGNATURES

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